Karman Holdings Inc. Sample Contracts
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • January 21st, 2025 • Tcfiii Spaceco Holdings LLC • Aircraft parts & auxiliary equipment, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [•], 2025 (the “Effective Date”) by and between Karman Holdings Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
CREDIT AGREEMENT Dated as of April 1, 2025 among KARMAN HOLDINGS INC., as Borrower, CitiBANK, N.A., as Administrative Agent, Collateral Agent and a L/C Issuer, The Other Lenders and L/C Issuers Party Hereto CitiBANK, N.A., RBC CAPITAL MARKETS and KKR...Credit Agreement • April 7th, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This CREDIT AGREEMENT is entered into as of April 1, 2025, by and among karman holdings inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer party hereto, and CITIBANK, N.A., as Administrative Agent, Collateral Agent and an L/C Issuer.
Karman Holdings Inc. 23,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • February 19th, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), between TCFIII Spaceco Holdings LLC (d/b/a Karman Space and Defense), a Delaware limited liability company, or a holding company thereof or successor entity to the business thereof (the “Company”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock of the Company (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
FINANCING AGREEMENT Dated as of December 21, 2020 by and among SPACECO HOLDINGS LLC, AEROSPACE ENGINEERING, LLC, AMRO FABRICATING CORPORATION AND AMERICAN AUTOMATED ENGINEERING, INC., as Borrowers, TCFIII SPACECO LLC, AND EACH SUBSIDIARY OF TCFIII...Financing Agreement • January 21st, 2025 • Tcfiii Spaceco Holdings LLC • Aircraft parts & auxiliary equipment, nec • New York
Financing Agreement, dated as of December 21, 2020, by and among TCFIII Spaceco LLC, a Delaware limited liability company (the “Parent”), each subsidiary of the Parent listed as a “Borrower” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each, a “Borrower” and, collectively, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each, a “Guarantor” and, collectively, the “Guarantors”), the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), and TCW Asset Management Company LLC (“TCW”) as administrative agent for the Lenders (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 19th, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of February 12, 2025, by and between Karman Holdings Inc, a Delaware corporation (the “Company”) and TCFIII Spaceco SPV LP (“Trive Capital”).
STOCKHOLDERS AGREEMENTStockholders Agreement • February 19th, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
THIS STOCKHODLERS AGREEMENT (this “Agreement”) is entered into as of February 12, 2025, by and between Karman Holdings Inc, a Delaware corporation (the “Company”), and TCFIII Spaceco SPV LP (“Trive Capital”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • June 2nd, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of May 27, 2025 by and among Karman Holding Inc., a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the First Amendment Incremental Term Lenders (as defined below) and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 6th, 2026 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of February 2, 2026, by and among KARMAN HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Third Amendment Term Lenders (as defined below), the Refinancing Term Loan Lenders (as defined below), the Revolving Credit Lenders party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2026 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Florida
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 6th day of March 2026, by and between Karman Space & Defense LLC, a Delaware limited liability company (the “Company”), and Jonathan P. Rambeau (“Executive”).
Karman Holdings Inc. [•] Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • July 21st, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
The shareholders named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, [•] shares of common stock, $0.001 par value (“Common Stock”) of Karman Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) an aggregate of [•] shares of Common Stock as set forth in Schedule I hereto (said shares to be sold by the Selling Stockholders being hereinafter called the “Underwritten Securities”). The Selling Stockholders named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to [•] additional shares of Common Stock (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein
Karman Holdings Inc. 14,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • June 1st, 2026 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
The shareholders named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, an aggregate of 14,000,000 shares of common stock, $0.001 par value (“Common Stock”) of Karman Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) as set forth in Schedule I hereto (said shares to be sold by the Selling Stockholders being hereinafter called the “Underwritten Securities”). Certain of the Selling Stockholders named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to 2,100,000 additional shares of Common Stock (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein sha
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 6th, 2026 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of August 3, 2026, by and among KARMAN HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Refinancing Term Loan Lenders (as defined below), the Revolving Credit Lenders party hereto and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 13th, 2026 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 9, 2026, by and among KARMAN HOLDINGS INC., a Delaware corporation (the “Borrower”), the other Loan Parties party hereto, the Fourth Amendment Incremental Revolving Credit Lenders (as defined below), the other Revolving Credit Lenders party hereto (the “Consenting Revolving Credit Lenders”) and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • March 12th, 2026 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Florida
As a condition of my becoming employed by Karman Space & Defense, a Delaware limited liability company (the “Company”), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by the Company, I agree to the following provisions of this Restrictive Covenant Agreement (this “Agreement”):
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 30th, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of October 24, 2025 by and among KARMAN HOLDINGS INC., a Delaware corporation (“Borrower”), the other Loan Parties party hereto, the Second Amendment Incremental Term Lenders (as defined below) and CITIBANK, N.A., as Administrative Agent and Collateral Agent (in such capacities, the “Administrative Agent”).
Karman Holdings Inc. 21,000,000 Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • July 25th, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
The shareholders named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as Representatives, an aggregate of 21,000,000 shares of common stock, $0.001 par value (“Common Stock”) of Karman Holdings Inc., a corporation organized under the laws of Delaware (the “Company”) as set forth in Schedule I hereto (said shares to be sold by the Selling Stockholders being hereinafter called the “Underwritten Securities”). Certain of the Selling Stockholders named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to 3,150,000 additional shares of Common Stock (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein sha
AMENDMENT NO. 8 TO FINANCING AGREEMENTFinancing Agreement • January 21st, 2025 • Tcfiii Spaceco Holdings LLC • Aircraft parts & auxiliary equipment, nec • New York
This AMENDMENT NO. 8 TO FINANCING AGREEMENT AND OTHER LOAN DOCUMENTS (“Amendment”) is dated as of January 13, 2025 and is entered into by and among TCFIII KARMAN LLC, a Delaware limited liability company f/k/a TCFIII Spaceco LLC (“Parent”), KARMAN HOLDINGS LLC, a Delaware limited liability company f/k/a Spaceco Holdings LLC (“Karman”), AEROSPACE ENGINEERING, LLC, a Delaware limited liability company (“Aerospace”), AMRO FABRICATING CORPORATION, a California corporation (“AMRO”), AMERICAN AUTOMATED ENGINEERING, INC., a California corporation (“AAE”), SYSTIMA TECHNOLOGIES, a Washington corporation (“Systima”), and WOLCOTT DESIGN SERVICES LLC, an Oregon limited liability company (“Wolcott”; together with Karman, Aerospace, AMRO, AAE, Systima and the other “Borrowers” from time to time joined to the below-defined Financing Agreement, the “Borrowers”), each subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent and the other “Guarantors” from
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • March 12th, 2026 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of March 6th, 2026 (the “Effective Date”) by and between Karman Holdings Inc., a Delaware corporation (the “Company”), and Jonathan P. Rambeau (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
Karman Holdings Inc. [●] Shares Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • February 5th, 2025 • Tcfiii Spaceco Holdings LLC • Aircraft parts & auxiliary equipment, nec • New York
This letter agreement (this “Letter Agreement”) is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), between TCFIII Spaceco Holdings LLC (d/b/a Karman Space and Defense), a Delaware limited liability company, or a holding company thereof or successor entity to the business thereof (the “Company”), and you as representatives of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock of the Company (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.
AMENDMENT NO. 9 TO FINANCING AGREEMENTFinancing Agreement • April 10th, 2025 • Karman Holdings Inc. • Aircraft parts & auxiliary equipment, nec • New York
This AMENDMENT NO. 9 TO FINANCING AGREEMENT AND OTHER LOAN DOCUMENTS (" Amendment") is dated as of March 25, 2025 and is entered into by and among TCFIII KARMAN LLC, a Delaware limited liability company f/k/a TCFIII Spaceco LLC ("Parent"), KARMAN HOLDINGS LLC, a Delaware limited liability company f/k/a Spaceco Holdings LLC ("Karman"), AEROSPACE ENGINEERING, LLC, a Delaware limited liability company ("Aerospace"), AMRO FABRICATING CORPORATION, a California corporation ("AMRO"), AMERICAN AUTOMATED ENGINEERING, INC., a California corporation ("AAE"), SYSTIMA TECHNOLOGIES, a Washington corporation ("Systima"), and WOLCOTT DESIGN SERVICES LLC, an Oregon limited liability company ("Wolcott"; together with Karman, Aerospace, AMRO, AAE, Systima and the other "Borrowers" from time to time joined to the below-defined Financing Agreement, the "Borrowers"), each subsidiary of the Parent listed as a "Guarantor" on the signature pages hereto (together with the Parent and the other "Guarantors" from